Affiliate Agreement and Program Guide

1. Purpose and Scope

This Affiliate Program Agreement (the "Agreement") is a contract between Vendit Mobile, LLC ("Vendit," "we," "us," or "our") and you ("Affiliate," "you," or "your"). It governs your participation in Vendit's affiliate program (the "Program") for the Vendit application and related services (the "Service"). By enrolling in or participating in the Program (including by sharing a Referral Code), you agree to this Agreement.

This Agreement is intended to complement Vendit's Terms of Service and Privacy Policy. If there is a conflict between this Agreement and the Terms of Service with respect to the Program, this Agreement controls for Program-specific topics.

Relationship with eBay. Vendit is not affiliated with, endorsed by, or sponsored by eBay Inc. or its affiliates. All references to eBay are for identification only; Vendit is not a party to transactions on eBay.

Electronic acceptance. You consent to transact electronically and agree that Vendit's records of your enrollment and participation (including acceptance timestamps and Program activity) may be used as evidence of your acceptance of this Agreement.

2. Program Guide; Updates; Program Changes

The Program includes a separate "Program Guide" (attached as Exhibit A) that contains operational details such as commission schedules, promotional offers, and marketing rules.

Vendit may update the Program Guide from time to time on a prospective basis. For material changes, we will provide notice through the Service, by email, or both. Your continued participation after the effective date constitutes acceptance. If you do not agree, you must stop participating in the Program.

Participation in the Program is a revocable privilege, not a right. Affiliate has no vested right to remain in the Program, retain any Referral Code, receive any particular commission rate, or continue earning future commissions except for amounts properly earned and due. Vendit may accept, reject, suspend, revoke, or limit any Affiliate, Referral Code, channel, geography, or traffic source at any time in its sole discretion.

Program flexibility. Vendit may suspend, modify, or discontinue the Program at any time, including (for example) by pausing new Affiliate enrollments, pausing the application of new Referral Codes by users, or limiting participation to certain geographies or channels. Vendit will not be obligated to pay commissions for periods after a suspension or discontinuation, but will pay properly earned and due commissions under the Program in accordance with the Program Guide, subject to holds, reversals, and compliance checks. "Properly earned and due" means amounts shown as owed in Vendit's ledger, after the applicable hold period, within the Program Guide dispute window, and subject to reversals, offsets, and compliance checks.

3. Eligibility; Enrollment

1. Account required. You must have an active Vendit account in good standing to participate as an Affiliate. Suspended, banned, or otherwise restricted accounts are not eligible to earn commissions.
2. United States only. The Program is currently available only to U.S.-eligible Affiliates. Eligibility is determined by completion of U.S. tax and payout onboarding (e.g., W-9 and a U.S. payout profile through Vendit's payment provider).
3. Age and authority. You represent that you are at least 18 years old and that you have authority to bind yourself (and, if applicable, the entity you represent).
4. Automatic code issuance. If you meet eligibility requirements, Vendit will provide you a unique referral code or other tracking identifier (the "Referral Code").

4. Referral Attribution Rules

1. One code per referred account. A referred user account may have only one Referral Code associated with it. Referral Codes generally cannot be changed once set.
2. When a referral starts earning; signup-only. A Referral Code may be applied only during initial account creation (signup) as presented in the Service. Referral Codes cannot be added, changed, or applied after account creation (except for Vendit correction of clear input mistakes under Section 4(c)). If a Referral Code is applied, commissions (if any) begin with the referred user's next billing period. Commissions are not retroactive.
3. Limited correction window for input mistakes. Vendit may correct an incorrectly entered Referral Code within seven (7) days of entry only where there is a clear input mistake. Vendit is not required to make changes requested because a user "changed their mind."
4. No self-referrals; no loops. You may not use your own Referral Code, create or control additional accounts to generate commissions, or engage in reciprocal/referral-loop arrangements (e.g., trading referrals back and forth). Self-referrals include referrals by the Affiliate, the Affiliate's household members, employees, contractors, agents, controlled entities, or anyone acting on the Affiliate's behalf. Vendit may deny, reverse, withhold, or claw back commissions if referral legitimacy cannot be verified or if accounts appear commonly controlled. Indicators of common control may include shared payment methods, devices, IP addresses, mailing addresses, tax information, business ownership, or similar signals. Vendit may, in its sole discretion, investigate and determine whether a referral is ineligible due to common control, affiliated relationships, coordinated activity, or other abuse risk.
5. One level only. The Program is one level deep. You earn only on your direct referred users; there are no sub-affiliates or multi-level commissions.
6. Vendit ledger controls. Vendit's tracking and internal ledger are the system of record for referrals and commissions. Tracking is not guaranteed to be error-free.

5. Referred-User Promotional Benefits

Vendit may offer promotional benefits to users who apply a Referral Code. Current promotional benefits are described in the Program Guide. Promotional benefits are non-transferable and have no cash value.

6. Commissions; Payouts; Holds

1. Commission schedule. Commission amounts (if any) are set forth in the Program Guide and may vary by referred user plan, channel, and other factors.
2. Pending and Available. Commissions are first recorded as "Pending" and become "Available" after the verification hold window described in the Program Guide.
3. 30-day hold. Unless otherwise specified in the Program Guide, commissions become Available thirty (30) days after the end of the calendar month in which they were earned.
4. Minimum payout threshold. Cash payouts are made only when your Available balance meets or exceeds the minimum threshold in the Program Guide. Balances below the threshold roll over to future periods.
5. Payout method and fees. Payouts are made in U.S. dollars through Vendit's payout provider. Provider fees, chargebacks, or required withholdings may be deducted where permitted by law.
6. Reversals and offsets. Vendit may reverse, withhold, or offset commissions for refunds, chargebacks, payment failures, fraud, policy violations, suspected abuse, or accounting errors. Vendit may delay payment while investigating suspected abuse. If Vendit has already paid any amounts that are later reversed or determined to be unearned or paid in error, Affiliate must repay the overpaid amount within fifteen (15) days of notice, and Vendit may set off or deduct such amounts from any current or future amounts otherwise payable to Affiliate.
7. Taxes. You are responsible for all taxes arising from commissions or scan credits you receive. Vendit may request tax forms (including a W-9) and withhold or report amounts as required by law.
8. No accrual while restricted. If your Vendit account is suspended, banned, or otherwise not in good standing, you do not earn commissions during that period. If your account is restored, you may resume earning on existing, properly linked referrals going forward.
9. Referred user cancellation. If a referred user cancels and later re-subscribes, commissions resume when that user becomes a paying subscriber again (if the referral remains properly linked).

7. Optional Election to Receive Scan Credits

Vendit may allow you to elect to convert some or all of your Available cash commissions into scan credits ("Scan Election"). Scan Election details (including conversion rate, eligibility, and expiration) are defined in the Program Guide.

Available amounts only. Scan Elections may be made only with respect to Available amounts (not Pending).

Irrevocable. A Scan Election is final and cannot be reversed once confirmed.

No cash value. Scan credits are non-transferable, have no cash value, and do not expire.

Use restriction. Scan credits may be used only by Affiliate for Affiliate's own internal business purposes. Affiliate may not sell, transfer, sublicense, or use scan credits to provide services to any third party for consideration (including "scanning/listing as a service"). Any such use is a material breach and may result in reversal, forfeiture, or termination.

8. Marketing and Compliance Requirements

1. Accurate statements only. You must not make misleading claims, promise specific earnings, or suggest Vendit is endorsed by eBay or any third party.
2. No incentives. You may not offer cash, gift cards, rebates, or other incentives to induce someone to use your Referral Code without Vendit's written approval.
3. Required disclosures. When promoting Vendit, you must clearly and conspicuously disclose your material connection to Vendit (that you may earn compensation) in the same content and near the Referral content such as a link or code.
4. Channel rules. Certain channels (including coupon/deal sites and paid advertising) may require prior approval or may be subject to different commission rules as set forth in the Program Guide.
5. Approval. Affiliate may not, without Vendit's prior written approval, (i) bid on or purchase search, social, or marketplace keywords containing Vendit trademarks, misspellings, 'Vendit' + discount/coupon terms, or confusingly similar terms; (ii) use ad copy, handles, domains, landing pages, or creatives that imply official, endorsed, or exclusive status; (iii) promote through coupon, loyalty, rebate, browser-extension, deal, or code-aggregation sites; or (iv) send unsolicited direct messages, mass social messages, or other repetitive outreach.
6. Prohibited practices. You may not engage in cookie stuffing, masked redirects, malware, bots, automated signups, scraping lead lists, unsolicited bulk messaging, or any practice intended to misattribute referrals or manipulate tracking.
7. Legal compliance. You are responsible for compliance with applicable laws and platform policies (including FTC disclosure rules and anti-spam laws) in all promotions. You are responsible for the acts and omissions of anyone promoting Vendit on your behalf (including employees, contractors, agencies, and sub-publishers), and any violation by them is a violation by you. Affiliate may not send commercial emails that violate CAN-SPAM. Affiliate may not send marketing texts, robocalls, or prerecorded messages promoting Vendit without all legally required consents. Affiliate must maintain proof of consent where required. Affiliate must immediately stop any campaign Vendit objects to.

9. Trademarks and Intellectual Property

1. Vendit Marks License. Vendit grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use Vendit trademarks and approved brand assets ("Vendit Marks") solely to market the Service under the Program, subject to the Program Guide and any brand guidelines we provide. Vendit may revoke or modify this license at any time in its sole discretion.
2. No confusing use / no impersonation. You may not register, purchase, bid on, or use confusingly similar marks, domains, subdomains, social handles, app names, or ads that mislead users into believing you are Vendit, affiliated with Vendit, or acting on Vendit's behalf. You may not copy the "look and feel" of Vendit's sites/app/pages in a manner likely to cause confusion.
3. Third-Party Marks (including eBay). Nothing in this Agreement prohibits Affiliate from using the word 'eBay' solely in a truthful, nominative, and non-confusing descriptive manner to describe compatibility, intended use, or the fact that Vendit helps users create listings for eBay, provided such use does not imply endorsement, affiliation, partnership, or sponsorship by eBay. You may not use any third-party trademarks, logos, or brand assets in any way that suggests endorsement, affiliation, partnership, or sponsorship. You may not use any third-party marks in domains, subdomains, social handles, page names, or ad creative. You may not bid on or purchase third-party branded keywords (including "eBay") for paid search/social advertising in connection with promoting Vendit unless (i) you have independent legal authorization from the applicable third party to do so, and (ii) Vendit has provided prior written approval.
4. Removal. Upon Vendit's request, you must promptly modify or remove any use of Vendit Marks or any noncompliant marketing materials. Upon termination, you must immediately stop using Vendit Marks and remove Program-related marketing materials.

10. Confidentiality; Data Restrictions

Confidential Information. Non-public information about Vendit's business, product plans, security, internal metrics, or Program operations is confidential. You must not disclose it to any third party.

Data. You may not collect, store, sell, or disclose personal information about referred users except as permitted by applicable law and Vendit's policies. You may not use Vendit customer lists for retargeting or resale. You may not use any data obtained or derived from the Program, referral activity, Referral Codes, or referred users ("Referral-Derived Data") for advertising targeting, retargeting, customer matching, audience building (including lookalikes), or resale, including by hashing or uploading identifiers, without Vendit's prior written consent and any required user consent.

11. Monitoring; Audits; Enforcement

Records; Cooperation; Takedowns; Preapproval. Affiliate must maintain complete and accurate records relating to its promotion of Vendit, including traffic sources, domains, social accounts, ad creatives, landing pages, and, where applicable, evidence of required consents, for at least two (2) years after the applicable promotion. Affiliate must promptly provide such records and reasonable cooperation upon Vendit's request. Vendit may require the immediate correction, suspension, or removal of any promotion or campaign. Vendit may also require prior written approval for specified channels or methods, including paid advertising, coupon/deal sites, email, SMS, or other higher-risk promotion methods.

12. Termination

Termination without cause. Either party may terminate this Agreement for any reason by providing fifteen (15) days' notice.

Immediate termination for cause. Vendit may terminate immediately for fraud, abuse, policy violations, nonpayment, legal noncompliance, or actions that may negatively affect Vendit or its users.

Effect of termination. You must stop promoting the Program and cease use of Vendit trademarks. You are not entitled to commissions for periods after termination. Vendit will pay properly earned and due commissions in accordance with the Program Guide, subject to holds, reversals, and compliance checks.

Survival. Sections 8–11 and 13–16 (and any provisions that by their nature should survive) survive termination.

13. Disclaimers; Limitation of Liability

As-is. THE PROGRAM AND SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENDIT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.

No consequential damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENDIT WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, GOODWILL, OR DATA.

Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENDIT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PROGRAM WILL NOT EXCEED THE LESSER OF (I) $500, OR (II) THE COMMISSIONS ACTUALLY PAID TO YOU IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. This cap does not limit Vendit's obligation to pay properly earned and due commissions under the Program. Some jurisdictions do not allow certain limitations; in those jurisdictions, these limitations apply to the maximum extent permitted.

14. Indemnity

You will defend, indemnify, and hold harmless Vendit and its affiliates, personnel, and suppliers from and against any and all claims, demands, actions, suits, proceedings, investigations, inquiries, subpoenas, audits, and enforcement actions (including by government authorities, regulators, and platforms), and all related damages, liabilities, losses, penalties, fines, judgments, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to: (a) your promotions or content; (b) your violation of this Agreement or the Program Guide; (c) your violation of law or platform policies (including FTC disclosure and anti-spam rules); or (d) the acts or omissions of anyone promoting Vendit on your behalf (including employees, contractors, agencies, or sub-publishers).

Process. Vendit will promptly notify Affiliate of a claim. Affiliate will control the defense and settlement at Affiliate's expense, provided that Vendit may elect to assume control of the defense (including selection of counsel) at any time by written notice. If Vendit assumes control, Affiliate will cooperate and remain responsible for all costs and expenses of the defense. Affiliate may not settle any claim without Vendit's prior written consent if it imposes obligations on Vendit or admits fault. Vendit may participate with its own counsel at its own expense.

15. Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Program (a "Dispute") will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. This Section 15 applies to Affiliates and controls for Program disputes, notwithstanding anything in the Terms of Service. To the maximum extent permitted by law, any Dispute must be filed within one (1) year after the events giving rise to the Dispute, or it is permanently barred.

Rules/fees. If Affiliate is an individual, AAA Consumer Arbitration Rules apply and Vendit will pay or advance required AAA filing/case-management/arbitrator fees (except where the arbitrator finds the claim frivolous); otherwise AAA Commercial Arbitration Rules apply.

AAA Compliance. This Section 15 will be interpreted and enforced to comply with the then-applicable AAA rules and administrative requirements to the maximum extent possible. If the AAA declines to administer any portion of this Section 15, that portion will be modified only to the minimum extent necessary to permit administration, and the remainder of this Section 15 will remain in full force and effect.

Delegation. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this Section.

30-Day Opt-Out. You may opt out of arbitration within 30 days after first accepting this Agreement by emailing support@venditmobile.com with your account email and "Affiliate Arbitration Opt-Out" in the subject line.

Mass filings. If 25 or more similar arbitration demands are filed and are coordinated (including by the same or coordinated counsel), they will be administered in batches of 10 with one bellwether batch decided before the remainder proceeds, to the extent permitted by AAA. Any applicable limitations periods will be tolled for the claims in subsequent batches from the date the first batch is filed until the date that batch is resolved.

Mass-filings severability. If AAA declines to administer arbitrations in the batching format above, or if any portion of this "Mass filings" paragraph is found unenforceable, the arbitrations will proceed in the manner directed by AAA (or the arbitrator), and the remainder of this Section 15 will remain in full force and effect.

No class actions. To the maximum extent permitted by law, the parties waive any right to participate in a class, collective, consolidated, or representative proceeding.

Injunctive relief. Either party may seek temporary or preliminary injunctive or equitable relief in a court of competent jurisdiction to preserve the status quo or prevent irreparable harm (including to protect trademarks or confidential information or to prevent fraud/abuse). Seeking such relief does not waive arbitration, and the merits of any Dispute will be decided by arbitration.

Governing law. This Section 15 and any Dispute will be governed by the laws of Ohio, without regard to conflict-of-laws rules.

16. Miscellaneous

Independent contractor. You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship.

No authority. Affiliate has no authority to bind Vendit and may not make any warranty, representation, or commitment on Vendit's behalf.

Assignment. You may not assign this Agreement without Vendit's prior written consent. Vendit may assign this Agreement in connection with a merger, acquisition, or sale of assets.

Notices. Notices may be provided through the Service, by email, or by other reasonable means described in the Program Guide.

Severability. If any provision is unenforceable, the remainder of the Agreement will remain in effect.

Entire Agreement. This Agreement and the Program Guide are the entire agreement between the parties regarding the Program.

No Waiver. Failure to enforce any provision is not a waiver.

Contact. Questions or notices may be sent to support@venditmobile.com.

EXHIBIT A: PROGRAM GUIDE

A1. Overview

This Program Guide provides operational details for the Affiliate Program Agreement. Vendit may update this Program Guide on a prospective basis with notice.

A2. Referred-User Promotional Benefits

• U.S.-only; non-U.S. blocked: Promotional benefits and Referral Code application may be unavailable outside the United States.
• New users only: New users (account created via referral at signup) may receive a promotional free month as presented in the Service at the time of signup.
• Anti-abuse / limits: Vendit may impose caps or limits on promotional benefits, referrals, and eligibility, and may suspend or deny promotional benefits or commissions to prevent fraud, abuse, or policy violations.

A3. Requirements; Eligibility

• Affiliate Requirements. To participate in the Affiliate Program (the "Program") and to be eligible to earn any commissions or other compensation under the Program, Affiliate must, at all times: (a) maintain an account in good standing; (b) be located in, and eligible to participate from, the United States (including completion of any U.S. payout and tax onboarding requested by Vendit or its payment processor); and (c) comply with this Agreement, the Program Guide, and all applicable laws and platform policies.
• Referred User Requirements. A referral is eligible for commissions only if the referred user (a "Referred User"): (a) applies Affiliate's referral code or other tracking identifier in accordance with the Program rules; (b) maintains an active, paid subscription to the Vendit service (as applicable to the commission event); and (c) is not disqualified due to fraud, abuse, chargebacks, refunds, payment failure, policy violations, or other disqualifying activity as determined by Vendit in its reasonable discretion.
• No Eligibility, No Earnings. If Affiliate does not satisfy the Affiliate Requirements at the time a commission would otherwise be earned or paid, no commission accrues for that period. If a Referred User does not satisfy the Referred User Requirements, no commission is earned with respect to that user for the applicable period.
• U.S.-Only; Blocking. Vendit may block or restrict Program participation or referral-code application outside the United States, and may withhold or deny commissions associated with non-eligible jurisdictions.

A4. Commission Schedule

Standard cash commission is 15% of net subscription proceeds (the plan price less standard app-store or payment-processor fees) for each active referred user, for each billing period the referred user pays, paid monthly for monthly plans and annually for annual plans. Commissions begin with the referred user's next billing period after a Referral Code is applied. Actual commission amounts are calculated by Vendit and reflected in your dashboard ledger, which is the system of record. Vendit may offer individually negotiated or partnership-specific commission rates for particular Affiliates that differ from this standard.

A5. Payouts; Threshold; Hold

• Payout cadence: Monthly.
• Minimum threshold: $25.00 Available balance for cash payout. Balances below threshold roll over.
• Verification hold: 30-day hold. Commissions become Available thirty (30) days after the date they are earned.
• Payout method: Through Vendit's payment provider (e.g., Stripe Connect Express). Payouts require completion of payout onboarding and tax forms.

A6. Optional Scan Election

• Eligibility: Only "Available" cash commissions may be converted.
• Timing: An Affiliate may convert any Available amount at any time, including below the $25 minimum payout threshold.
• Conversion rate: Displayed in-app at the time of conversion and may change prospectively.
• Expiration: Scan credits received via conversion are granted as a one-time bucket that does not expire after grant, unless otherwise stated in-app.
• Effect on cash balance: The converted amount is deducted from the Available cash commission balance.

A7. Marketing Rules by Channel

• Disclosures: Clear and conspicuous disclosure of compensation is required in the same content near the code/link.
• Disclosure examples: "I may earn commissions if you use my Vendit code." / "Affiliate link" / "Sponsored".
• Coupon/deal sites: Permitted only if approved by Vendit or if designated as permitted in-app or in program communications. Vendit may apply different commission rates or eligibility rules for coupon/deal traffic, including zero commission.
• Paid ads / branded keywords: Any bidding on Vendit trademarks, misspellings, or "Vendit" keywords requires Vendit's written approval.
• No incentives: No cash/gift-card rebates or "kickbacks" to induce signups.
• No deceptive practices: No cookie stuffing, bots, misleading redirects, malware, or scraping lead lists.

A8. Disputes and Ledger Questions

If you believe the ledger is inaccurate, you must notify Vendit within ninety (90) days of the date the relevant commission first appears in your dashboard. After that period, the commission entry is deemed accepted. Vendit may request reasonable information to evaluate the dispute.

A9. Dormancy and Unclaimed Amounts

If you do not complete required payout or tax onboarding, Vendit may hold commissions until you do. If amounts remain unclaimed for an extended period, Vendit may remit such amounts as required by applicable unclaimed property laws. Vendit may require re-verification of identity or tax information for compliance or fraud-prevention purposes.

A10. Notices; Contact

Program notices (including Program Guide updates or channel approvals) may be delivered through the Service, by email to the address associated with your account, or both. Questions or notices may be sent to support@venditmobile.com.

A11. Versioning

Vendit may publish revised versions with a new version label and effective date.